Face Down
by KDMarie
Summary: After Nate breaks up with her he begins dating Vanessa, leaving Blair broken. She begins dating Chad, the well known bad boy. Chuck, as always, takes things in from the background and quickly decides things aren't what they seem.
1. Prologue

A/N – I've had this idea in my head for a little while and have decided to finally start writing it. Please let me know what you think and review!! =) It helps motivate me to keep writing more.

Title: Face Down

Rating: M

Summary: This takes place during season one, but doesn't follow anything directly. Nate and Blair have broken up, in which he quickly moves on to Vanessa. Blair is heartbroken over the breakup but chooses to hide it by dating Chad McMahon, St. Judes well known bad boy. Chuck, as usual, watches from the background as he suspects things aren't going so well with Blair's newfound romance.

I will include most of the characters, but the story is mainly about Chuck and Blair.

-*-

_Hey girl you know you drive me crazy_

_one look puts the rhythm in my hand._

_Still I'll never understand_

_why you hang around_

_I see what's going down._

_Red Jumpsuit Apparatus: Face Down_

-*-

Blair looked in the mirror, running her fingers across the fresh red marks. They seemed to be growing a deeper shade with every minute that passed by. Her lip held dry blood, threatening to reopen with any wrong move. Her eye was nearly swollen shut, dark marks bordering around it. Her cheeks were moist but no longer had tears running down them. She had no more tears. Only dry, red eyes, straining to shut and longing for sleep.

_It was an accident. He didn't mean to. I just made him angry. I didn't listen. This is my fault_. She thought, going against all the alarms going off in her head, urging her that she had done nothing wrong and this was not her fault. Confidence was far-gone by now, knocked out of her with the very first strike. Treatment like she had never known. She was no longer an object of affection, just an object.

The longer she sat, staring at the broken image, the harder it got for her do what she had planned on. His number already pulled up on her phone just waiting for the send button to be pushed. She dared herself to press it but was scared. Scared that _he_ would find out and scared she would pay for her indiscretions.

In a moment of complete courage, she pressed the button and held the phone up to her ear. It rang, _once, twice, three_ _times_, she counted before she heard his voice, woken from a sleep.

"Hello," he murmured. His voice was thick and raspy and it made Blair's heart skip a bit, taking the air out of her lungs. "Hello?" he asked again.

"Chuck…" Blair choked out, her voice cracking and instantly threatening tears to begin pouring down her face again.

"Blair?" he replied, confusion filling his voice. "It's 4 am Waldorf." Blair couldn't help but fee; the intense annoyance.

"I know. I'm really sorry. I just didn't know who else to call," she whispered, tears escaping from her worn out eye lids.

"What is it? What's wrong?" he asked, concern now taking over any annoyance he once had.

"I really need you," she cried, giving in to her sobs and allowing her body to collapse into her knees. "Please."


	2. Chapter 1

**A/N- **The story is going back time from the prologue. It will set up Blair and Chad's relationship as well as have flashbacks to how they met and moments between Chuck and Blair.

**GG: **Good Morning Upper East Siders! If you haven't heard, you must be living under a rock. **N** and **B** are over. Yup. Over. Seems Queen B did a little bump and grind with resident player **C**, while **N** was falling for **Lonely Boy's** BFF, **V**, who as far as we know has never slept with **C**. If you think that's a mouth full, get this. **N** and **V** have been spotted all over the city at art showings and galleries doing more then just looking while **B** seems to have found a new leading man. Who is he, you might ask. Well he's not new, per say, but has more of a thing for rap sheets then blogs. Seems **B** has decided to play on her wild side. You know what they say; bad boys get all the good girls.

You know you love me

XOXO

Gossip Girl

-*-

Since Blair and Nate's breakup, Gossip Girl had found a way to make her a part of every message sent out. It was hard enough dealing with everything that had happened but it was even worse having to deal with it in front of everyone. All the girls are school expected Blair to be walking around with her broken heart on display for everyone to see but she refused to be vulnerable like that. Nate had done her wrong too, cheating on her with her bestfriend and keeping it a complete secret. What had happened between her and Chuck had been different. It wasn't a drunken mistake, more of a "he was there when I needed someone" mistake. And she came clean about it, after weeks of playing Chuck's blackmail games she decided to just fess up to it. She had expected Nate to be angry but never to end things with her for good, especially not to start dating Vanessa.

Blair had spent exactly 3 days mourning the lose of Nate. Saturday she spent the afternoon walking around the Upper East Side, revisiting all the places that reminded her of their relationship. Sunday was spent cleaning out her room of everything that reminded her of Nate. And Monday was spent in bed, missing school for the first time in several years, crying out every last tear. Tuesday, Blair woke up, showered, applied her makeup perfectly, picked out the most amazing dress and heels, and placed a fashionable headband in her hair. She was Blair Waldorf and nothing was going to bring her down.

It had been 5 weeks since their breakup and to most it seemed Blair was dealing with things rather well. She began chatting up resident bad boy, Chad McMahon, who also came from one of the most prestige families in NY. During Chad's high school years, he spent more time in and out of juvi then in the actual classroom. And despite Blair's better judgment, that was a fact that attracted him to her. He was raw, rough around the edges. They officially met at a bar just days after the breakup.

"_You're sure you're going to be alright, Waldorf?" Chuck asked, looking over at Blair. She grinned a shitty grin and nodded. _

"_Go Bass. I know your phone keeps going off. I bet she's waiting for you in your room!" Blair exclaimed, leaning over the table and smiling at him. "I'll be a-okay!" Chuck nodded, looking around the bar. There weren't very many people left so Chuck decided she would be fine._

"_Okay, I'll have a limo waiting outside for you." He leaned over and kissed the top of her head. Despite the fact that she had told Nate about them, causing him to lose his bestfriend, Chuck still was drawn to her. _

"_Bye Bass" Blair smiled at him, scrunching her nose. Chuck nodded, walking away from the table. "Jimmy, hit me with another one!" Blair slid her empty glass towards the bartender and he rolled his eyes, taking it and filling it up again. Blair sipped the drinking slowly, watching where Chuck had walked out. _

"_Can I buy you another?" An older man bellowed, breaking Blair's concentration. She looked up at him and rolled her eyes. _

"_Maybe if I was 40 and had no taste," she shot back, looking away. The man smirked, taking the seat that only minutes ago occupied Chuck. "Uhm, Hi. What part of no are you not understanding?" she asked, scooting over a seat. _

"_That part where you're just playing hard to get" he replied, moving again to be next to her. _

"_Seriously?" Blair asked, standing up. She glanced towards to door, trying to see if Chuck was outside waiting for his limo but she didn't see him. _

"_We could take this back to my place. I like a chase." He retorted. Blair pretended to gag. _

"_I'm sorry, I just threw up a little in my mouth."Blair grabbed her clutch off the bar but the man stopped her, grabbing her arm. "Let go of me!" _

"_There you are baby… The car is waiting…" Chad said coming up behind her. "What's going on here? Is this guy bothering you?" He turned his attention to the older guy who let go of Blair's arm. Blair looked at Chad confused but went along with it when he smirked. _

"_Let's just go… baby," she replied, turning towards him. _

"_I really suggest you leave my girlfriend alone if you ever see her here again." Chad patted the man on the shoulder and grabbed Blair's hand, leading her out of the bar. He let go of it the second the were no longer in sight. Blair looked at him dumbfounded but smiled through her slight embarrassment. She didn't like being saved. _

"_Thanks…" She told him, wrapping her arms around herself. _

"_No problem…" Chad nodded, signaling for a taxi. "Take care of yourself." Blair stood for a second watching as Chad walked towards the street. _

"_Wait! Don't I get to know what my boyfriends name is?" She asked with a smirk. Chad turned around and grinned, shrugging his shoulder. _

"_Chad. Chad McMahon… Goodnight Blair," he replied climbing into the limo. Blair stood in shock wondering how the mystery man had known her name. _

-*-

Blair walked up behind Chad and put her hands over his eyes, "Guess Who!" she whispered into his ear. Chad grabbed her hands and spun around, pushing her hands from his eyes.

"Hey babe," he said, pulling her into his arms. Blair smiled, wrapping her arms around his neck.

"I missed you last night. Why didn't you call me?" She asked looking up at him.

"I got real busy and lost track of time. Before I knew it, it was too late to call. I knew you'd be asleep," he explained, kissing her softly. Blair closed her eyes, letting herself be taken away by the softness of his lips. She finally broke the kiss, pulling away and smirking.

"I have to go finish helping set up for the dance. What time will you be picking me up at?" she asked, looking up at him with a big grin. She was excited for the dance and even more excited to be debuting her new man.

"I uh… I'll be there around 7. I have to do a few things after school but I'll be there," he replied, kissing her forehead before she spun on her heels and walked away. Feeling her phone vibrate, she took it out of her purse and smiled when she saw it was Serena.

"Hey S! How's the dress shopping going?" she asked, hailing a taxi.

"That's why I was calling. Can you come down and help me choose between two?" Serena asked, both girls laughing.

"This is so like you to be last minute! I'll be there in 10 minutes," Blair replied, hanging up the phone. She climbed into the taxi and took off towards the store.

-*-

Chad walked into the small bar and spotted the guy he was looking for sitting in the back. He nodded towards the bar and took a seat, ordering a drink. Minutes later, the man made his way to the seat next to Chad. "Did you bring it?" Chad asked, not looking at him but sipping his dirnk.

"Yeah, it's all here," he replied tapping the bag he was carrying. "I divided it up for you too. I believe we agreed on 10 grand, correct?" Chad nodded, looking around before handing him an envelope. "Nice doing business with you McMahon." The Man left the bad on the stool next to Chad.

"I wonder what Blair would think about her boyfriend buying drugs in my favorite bar?" Chuck asked, coming up behind Chad. Chad spun around, looking at Chuck like he had seen a ghost. Chad tried to play cool, rolling his eyes before turning back towards his drink and finishing it.

"I don't know what you're talking about Bass but if you'll excuse me, I have things I need to attend to," Chad replied, standing up and grabbing the bag. Chuck stopped him, standing in front of him.

"I don't like you and I don't like you with Blair. So if I were you I'd be real fucking careful", Chuck growled, pushing Chad back a little bit.

"Fuck you! You think you're so big and mighty. You aint shit," Chad replied, pushing Chuck back. It was only a matter of seconds before there were two bouncers in between them, pushing them apart.

"Is there a problem here?" one of them ask.

"Nah man. I was just leaving," Chad replied, pushing past Chuck and walking out the door. Chuck grabbed his phone and quickly texted Serena.

Chad is bad news. What the fuck is B doing with him? – C

-*-

Blair looked at herself in the mirror and smiled, placing her headband in her loosely done up hair. Her makeup was perfect and her dress was stunning. She couldn't wait for Chad to see her. She glanced at the clock and frowned. It was already 7:20. _Twenty minutes late_ she thought, pacing her bedroom. She hated when people were late. She sighed, sitting down on her bed and glancing at her phone. _1 missed call_. She hadn't heard it ring. She quickly dialed her voicemail.

"Sup B. It's Chad. Look I'm not going to be able to go to the dance. I got caught up with some shit so… I'll call you tomorrow morning aight?" Blair instantly felt tears hit her cheeks. She had planned this night out for almost a week and had spent a lot of time on looking perfect. She shook her head, refusing to let Chad blow her off. She dialed his number and let it ring. "Hello?" he answered, loud music in the background. Blair's eyebrows scrunched, trying to figure out where he was.

"Chad… it's Blair," She replied, trying to hide the shakiness in her voice.

"Sup?" he asked with such ease.

"Sup? Chad… How can you just call me at the last minute and tell me you're not going. I spent money on my dress and the limo… I've been planning…" Chad cut her off.

"Look, I got to go. I'll just call you tomorrow," he hung up before Blair could even speak. She closed her phone, staring straight forward. She had never been blown off like this before and it hurt. She slowly dialed Serena's number.

"Blair! Where are you?" Serena answered, the nose in the background hinting that she was on the party bus already on the way to the dance.

"I'm not going. Chad got caught up with some stuff and I'm not really feeling good," Blair whispered, closing her eyes as the tears rolled down her cheek.

"B! What? You have to still come!" Serena yelled over the nose.

"I just don't feel good. I'm going to get ready for bed. I'll see you later S," she replied, hanging up. Serena looked down at her phone and frowned.

"Who was that?" Chuck asked, looking over at her.

"It was B. Chad cancelled on her and now she's not coming." Serena replied, looking disappointed.

"I told you that fucker was bad news. I'll go see Blair, convince her to come," Chuck told her, standing up and walking towards the front of the bus. "Could you drop me off up here?" he asked the bus driver.

-*-

Chuck walked into the Waldorf penthouse and looked around. "Blair!" he called, looking towards the stairs. She didn't respond so he began walking up towards her room. "Blair?" he called again once her was at her doorway.

"Chuck?" Blair questioned, coming out of the bathroom and walking into her room. She had taken her dress off and replaced it with pajama's but left her hair and makeup.

"Go get dressed, I'm talking you to the dance," he told her, not making it a question but rather a demand.

"Chuck, I really just don't feel good. I think I'm going to just watch a movie and crash," she replied, crossing her arms and looking at him.

"I'm not stupid. You've been excited for this dance for awhile now and I'm not going to let some dumb ass ruin it. Now go get dressed," he told her, walking towards her to push her back into the bathroom.

"I don't know if it's appropriate that we go together…" Blair tried to say but Chuck shook his head.

"We're going as friends. Trust me, I have conquests waiting for me. I'm just not going to let you moan and groan around here when you should be there. I know how much this dance means to you and I'd be honored to accompany you to it. Now go…" Blair looked at him for a minute then nodded, a small smile creeping on to her face. Chuck watched as she spun and almost danced into the bathroom to get dressed.

-*-

"Thanks for doing this, Chuck. I know it's not easy showing up to a dance with someone when you've planned out all your conquests." Blair said, looking over at Chuck. He nodded, handing her a martini glass.

"Like I said, B. I'm honored to show up with you," he replied, almost in a whisper. She leaned her head back in the seat and looked at him.

"How did this happen to us?" She laughed softly, her lips parting in a smile. "We have sex, I ruin your relationship with Nate by telling him and here you are, courting me to the dance. Is this going to turn into some Carrie shit and I' m going to end up with blood all over me?" she asked, looking intently at him. Chuck laughed, looking over at her with the same concentration.

"Never. I care about you B. I never want to see you unhappy…" he replied. The passion between them was strong, but strained. Neither of them wanting to be the one to make any kind of move. That was said and done. They were better as friends.

"I care about you too Chuck," Blair finally responded, her voice shaky. She leaned in slowly, their eyes fluttering all over each others faces. She kissed him, softly, their lips barely touching. She moaned softly, shifting in the seat so she was facing him. He quickly put his hand on her hip, pulling her in closer. Her tongue parted his lips, meeting his. She placed her hand on his chest, balancing herself as she deepened the kiss. The limo came to a stop and she quickly pulled away, embarrassment shooting across her face. "I'm so sorry," she whispered, her soft and almost inaudible.


	3. Chapter 2

"_Never. I care about you B. I never want to see you unhappy…" he replied. The passion between them was strong, but strained. Neither of them wanting to be the one to make any kind of move. That was said and done. They were better as friends. _

"_I care about you too Chuck," Blair finally responded, her voice shaky. She leaned in slowly, their eyes fluttering all over each others faces. She kissed him, softly, their lips barely touching. She moaned softly, shifting in the seat so she was facing him. He quickly put his hand on her hip, pulling her in closer. Her tongue parted his lips, meeting his. She placed her hand on his chest, balancing herself as she deepened the kiss. The limo came to a stop and she quickly pulled away, embarrassment shooting across her face. "I'm so sorry," she whispered, her soft and almost inaudible. _

-*-

Chuck cleared his throat, running his hand though his hair and looking out the window for a brief second. "We're here," he told her, not sure what else to say. She seemed to be regretting the kiss they just shared and he felt the complete opposite. He had been in need of her lips on his since the night in the limo. Blair nodded, gathering her things and scooting closer to him to exit. Chuck opened the door and reached in to take her hand. Nerves suddenly hit Blair, causing her heart to flutter. She was about to step out of Chuck Bass's limo after the scandal barely cleared the gossip tips on Gossip Girl. Chuck sensed her hesitation and shot her a grin, causing her to feel ease wash over her body. She was Blair Waldorf and he was Chuck Bass. Chuck and Blair. She didn't need to worry about what other people thought. She knew the truth. She stepped out and could see that people were instantly shocked by who he was arriving with. She just grinned, tightening her grasp on his hand.

"B!" Serena yelled, running up to her with her arms wide open. "I'm so glad that you came!" she hugged Blair, causing Chuck's hand to slip from hers. He stepped back, letting them have their moment and unsure if he should hang around like her date, or go about his own business. "You look amazing! That color makes your eyes pop! Come on, lets go take pictures!" Serena was giddy and Blair suspected that the party bus turned into a pre-gaming session.

"Okay, give me a second," Blair replied, pulling herself from Serena's grasp and looking over at Chuck who now talking to another girl. She couldn't help but size herself up the bombshell that he seemed to be goggling. She blushed when Chuck caught her staring and quickly looked away, grabbing Serena's hand and taking off towards the picture booth.

-*-

"So are you sure about this whole Chad thing?" Serena asked, looking over at Blair who was reapplying her makeup in the large bathroom mirror. "I mean, I don't really know him but his rap sheet is longer then most senior's transcripts. And him blowing you off? For what?"

"He's just really busy, S. And plus, our relationship is kind of new so I don't expect him to give up everything for me….yet," She answered, trying to cover the fact that she was wondering all the same things.

"But it's good that you and Chuck have been able to put everything behind you guys. He seems like he's really happy with your friendship," Serena added, fixing her hair. Blair nodded, recalling the kiss they had shared on the limo on the way here.

"Yeah, Chuck has been great," Blair closed her clutch and looked at Serena in the mirror. "How are you and Dan?" She asked, trying to get the attention of her friendship with Chuck.

"Great!" Serena replied, grabbing Blair's hands and dancing with her around the bathroom. The bathroom door opened, causing Blair to smack right into Vanessa. All three girls stopped and stared at one another.

"Sorry," Vanessa finally spoke, trying to maneuver around Blair. Blair seemed to be frozen in her place, noticing the necklace around Vanessa's neck had been the one Nate had given her a few years ago, promising their eternal love.

"Yeah, watch it," Blair finally answered, realizing how stupid her response sounded the second it left her lips. Vanessa just nodded, rolling her eyes a bit before pushing past her.

"And hi Serena…. Last night was fun. We should do it again," Vanessa added, rubbing salt in Blair's wound. Blair shot Serena a look before storming out of the bathroom. "I take it you didn't tell her we went on a double date with Nate and Dan?" Serena shook her head, turning to find Blair.

-*-

"Chuck!" Blair yelled, walking towards where he was sitting, still flirting with the blonde girl from outside. He looked up at her and nodded, acknowledging her presence. "I need to talk to you. Excuse me," she snarled at the blonde, grabbing his arm and pulling him away.

"What's going on B?" Chuck asked, smiling at the girl. Blair snapped her finger in front of his face to pull his attention back to her.

"Do you have any alcohol on you?" she asked in rush, feeling her heart racing from the Vanessa run in. Chuck gave her a questioning look but nodded slowly. "Give it to me"

"I never thought you'd ask again Waldorf," he replied with a smart ass smirk. Blair rolled her eyes and it was then he realized they were glossy with tears. "How about you tell me why you want it while we go out to the limo and get it?" he suggested, taking her hand and walking her towards the exit.

"S went out with the fug face Vanessa," Blair spat, truly sounding like a child. Chuck nodded, opening the limo door and waiting for her to climb in before he followed.

"And this bothers you because?" he edged her on. Blair shot him an icy glare.

"Because she stole my boyfriend?" she replied, grabbing the bottle of scotch from the fridge and chugging it. Chuck shook his head, looking down at his hands. "And don't say sleeping with you wasn't any better because he started falling for her way before we hooked up!" she added, slamming the bottle down.

"I wasn't going to say anything. I just think that S is in an awkward situation considering Vanessa is bestfriends with Dan. I'm sure she didn't want to and sucked it up for him." Blair knew he was just trying to help the situation but it didn't make her feel any better. She hated Vanessa with every once in her body.

"Kind of like how you didn't want to sleep with Vanessa but you did anyways," Blair retorted, giving him another icy glare. Chuck shook his head, opening the limo door to climb out.

"I'm not going to do this with you Blair. You're hot and cold. Today you're playing this kiss me in the limo and jealous girlfriend bit and tomorrow you're back to Chad being your new everything. You chose for us to not be together the second you decided to start dating him, deal with it," he told her, anger taking over his voice. He climbed out and slammed the door shut, leaving Blair with tears finally falling over her face.

"Driver, please take me home," she whispered, closing her eyes and leaning back in the seat.

-*-

"Hey! Where did B go?" Serena asked coming up to Chuck as he entered the ballroom. He shrugged, looking around the room for his blonde conquest.

"Last I checked slamming back scotch in my limo…" he replied coldly.

"I feel horrible. Vanessa told her about me hanging out with her and she seemed really hur…"

"It's old new S. Now if you don't mind, I have someone to attend to," he cut her off, holding his hand up. He walked away from Serena and towards the girl sitting in the back of the room. "Sorry…. Now where were we," he asked sitting down next to her. She smiled, grabbing his face and kissing him.

-*-

Blair entered her dark penthouse and sighed. Her mother still wasn't home and Dorota was in bed for the night. She hated coming home to darkness. She turned on the light to walk up the stairs and was startled by Chad eyes locking with hers from the living room. "Chad?" she asked, her heart racing. "What are you doing here?"

"I came by to apologize and take you to the dance…" he started, standing up and walking towards her. "But I was informed that my girlfriend was already at the dance…" Blair sensed something in him she had never felt before. He had pure rage written on his face.

"I wasn't going to let my dress go to waste," she replied, instantly wishing she hadn't giving him such attitude.

"But Bass Blair? Really?" he grabbed her by the arm and pulled her close to him. "Did you fuck you?" he growled, tightening his hold on her. Blair stood in complete shock. No one had ever touched her this way or spoken to her with such anger. She shook her head sheepishly looking at him.

"What? Of course not," she replied trying to understand where this was all coming from. Chad just shook his head, looking away from her.

"That's not what Gossip Girl said," he told her, pulling out his phone and showing her the picture of her and Chuck getting in the limo. She blinked back tears, trying to pull her arms out of his grasp.

"Chad, you're hurting me," she whimpered. He squeezed harder, causing her to flinch. Tears quickly poured over her lids.

"Shut up!" he practically yelled, inches away from her face. "I will not be made a fool of by you Blair." He shoved her, causing her to fall backwards and smack her head on the table. She grabbed for the welt and cover her face with her arms. She couldn't hold anymore and tried to cover her sobs. "Get the fuck up," he told her, grabbing her arm. Her body came up and she stood, in complete shock in front of a guy she didn't recognize or understand. "I'm sorry. I didn't meant to push you," he whispered, instantly changing his demeanor. He pulled her into a hug and wrapped his arms tighter around her, rubbing the welt on her head. "I'm so sorry," he said again. Blair couldn't even speak. "I have to go," he whispered, letting her go and walking away without even making eye contact with her. Before entering the elevator he turned the light off. Blair stood in the foyer, tears pouring down her face, alone and in the dark.

-*-

Blair rolled over, feeling for her phone as it vibrated. She had only climbed into bed a few hours ago but had gotten no sleep. She couldn't escape the fear of what had taken place with Chad. She opened it and viewed the message from Sereana.

So sorry bout doin out wit Vanessa. Dan asked me 2 do it 4 him. It work happen again. ILU. – S

Don't worry about it. I overreacted. ILU2 – B

Blair scrolled through her phone book and stopped when she came to Chuck's name. She wanted to call him and tell him she needed him. She wanted to tell him that Chad had just pushed her and that she was scared. But then she remember what he said in the limo, "_You chose for us to not be together the second you decided to start dating him, deal with it."_ He was completely right, she had chosen to move on to a new guy instead of trying things with him. But she was scared what could happen with Chuck. She signed, closing her phone and laying her head back down on her wet pillow, stained with the tears she cried for both Chuck and her run in with Chad.


	4. Chapter 3

The next few weeks were a blur for Blair, lost between the front she had to put up in front of everyone and the loneliness she felt inside. She couldn't confide in anyone about what had happened between her and Chad because she wasn't sure she understood it herself. The next day, he sent her a dozen roses with a diamond necklace to apologize for loosing his temper. He explained he was in fact jealous of Chuck and it would never happen again, she could trust him. And despite the fact everything told her to break up with him and expose him for who he really was, she couldn't.

And worse of all, Chuck hadn't talked to her much since that night. He always had an excuse for why he couldn't talk or why he wasn't free to meet. The night played over and over in her head, remember his stinging words and she wondered if they were true. Did she really trail him along with no intention of anything ever coming of it? She never looked at what happened with him as being a mistake or even an accident. He had always been there for her and losing her virginity to him felt special, despite the circumstances.

-*-

"Hey B," Serena said placing her clutch on the bar next to bestfriend. Blair snapped out of her semi-daze and smiled at Serena.

"Hey, I thought you were spending the evening with Dan," Blair replied as Serena sat down.

"I was going to. But then I realized we hadn't hung out in forever and I was in need of some Blair time," Serena answered, signaling the bartender over to them. "I'll have two sex on the beaches." Blair stared at her bestfriend and couldn't help but feel a hint of envy. She seemed to have it all, a perfect boyfriend, a perfect family, a perfect body, everything perfect. Blair cleared her throat, slowly looking down at herself. Nothing perfect stood out about her, not even her once known confidence.

"I heard the news," Blair told her, holding up her glass. "Your mom and Bart Bass… cheers to that," she said with a smirk. Serena sighed, taking her glass and tapping it against Blair's before taking a sip.

"I haven't decided what I think about that," Serena laughed, smiling sweetly at Blair. "Chuck really misses you." Blair's eyes bounced up to hers quickly.

"He chose for us to not be friends. It's not what I wanted at all," Blair replied, looking away and taking a sip of her drink. Serena nodded, reaching out to touch Blair's hand.

"He's really worried that Chad is going to end up hurting you," Serena added. Blair's heart twisted hearing those words.

_Did Chuck have something to be worried about_, she wondered nodding slowly. "It seems more that he is more upset that I'm dating someone then anything else. Which is insane because it's not like me and Chuck would ever work as a couple. I for one like my guys to be faithful. Chuck doesn't have a single faithful bone in his body," Blair explained.

"He hasn't had a single girl over since you two go into the fight," Serena informed her. Blair shook her head, refusing to hear the defense of Chuck.

"Can we not talk about him?" Blair asked, looking down her drink.

"Of course, I didn't mean to make you upset. I just hate seeing two people I care about hurting." Serena explained.

"That's the thing, I'm not hurting, S. I'm happy and I can't help that Chuck doesn't like his conquests to date other people. He should have thought about that before he took my virginity," she replied, her words sounding more harshly then she had wanted. Serena just nodded, looking away.

"I'm sorry, B. I shouldn't have brought it up," Serena finally said after a moment of silence. Blair just nodded, trying to blink back the wetness in her eyes. Ever since the night with Chad, she found herself wanting to cry at the least emotional times and she hated it. She wasn't one to cry in front of people. "Hey, do wanna just go back to my place. Movie and drinks? Some popcorn. Like the good old days?" she asked, looking over at Blair's somber face.

"Chuck wont bet here, right?" Blair replied, knowing Serena was know living with the Bass family. Serena shook her head, pulling out her phone.

"I don't think so, but I'll text just in case," she replied, opening up a new text.

B is coming over. Please just steer clear. – S

Y would I care that she was there. I have better things to do then worry about her… - C

-*-

Chuck looked around the bar and sighed, _nothing even worth chasing_. He took another sip of his drink when he caught the eyes of Vanessa, standing near the entrance. He followed her gaze to Nate and shook his head, looking away quickly but it was too late, he had been spotted. He nodded an awkward nod before throwing down some cash and getting up. He made his way towards the back exit but heard Nate calling his name.

"Chuck, wait up!" he called, jogging over to his former bestfriend.

"Look, Nathaniel… I don't really feel like getting into an argument tonight so let me just go and you and your lady can have it," he replied quickly.

"I'm not here to fight. I just… I need to know that you're watching out for her," Nate told him, giving him a concerned look.

"I don't know what you're talking about," Chuck replied, eyeing Nate carefully.

"I heard about Blair dating Chad and I'm sure out of all people you know that he's not good for her. I just feel like… I pushed her to him," Nate admitted, looking down at the ground. Chuck didn't know how to answer that comment because he himself felt that had he done things differently with her, she might be with him and not that loser. "Did you love her?" Nate asked, making things more tense between them.

"Love isn't part of my games," Chuck answered, his voice higher then he expected.

"But Blair isn't like any of the other girls you've played those games with. It all started making sense to be after I let everything cool down. You've always had a certain draw to her. And I always played it off as your dedication to me and what I cared about. Blair was your business because she was my girlfriend. But maybe it was more then that, Chuck." Chuck ran his hand though his hear, the conversation making him uncomfortable.

"It's true that I care deeply for her but I am not in love with her. I'm sorry if that would make what happened better somehow, to know that I loved her but I don't. We got caught up and things happened." Nate could tell that Chuck was lying but decided to not push it.

"Alright. Well if you could just look out for her," Nate replied, looking back at Vanessa. "I should go." Chuck nodded, motioning towards the door implying he was on his way out. "Bass, we've been friends to long for it to end like this. I hope someday soon we can put it behind us," Nate told him.

"I hope so too, Nathanial." Chuck turned and headed out the exit, his heart racing.

-*-

"Is everything okay, B?" Serena asked placing a big bowl of popcorn in front of the t.v. Blair gave her a questioning looking. "It's just your phone has been going off all night and you look upset."

"Yeah, everything is fine. Sorry… it's my mom she's been gone for awhile and recently decided texting was going to be her new way of parenting," Blair replied grabbing a handful of popcorn. "What movie did you pick?"

"Now and Then," Serena replied grabbing the remote. Blair smiled, remembering all the times they had watched it when they were little. Her phone vibrated again and she could tell Serena was eyeing her carefully.

I don't want you around Bass. I told you that. – Chad

He's not here. It's just a girls night. And who are you to tell me who I can't be around. I never know where you are –B

Don't even start with me I don't have time for it – Chad

Blair closed her phone and tossed it beside her, feeling the tears again. Serena frowned, placing her arm around Blair and pulling her closer.

-*-

Chuck walked through the elevator slowly, scooping out the room before proceeding to his bedroom. He didn't want to walk in on any girly slumber party stuff. He started towards his bedroom but stopped when he heard someone talking from the guest bedroom. He, being Chuck, moved so he was right outside, listening as Blair spoke.

"I already told you he wasn't here. What the fuck is your problem?" Blair whispered. Chuck couldn't see her but could tell she was or had been crying by the way her voice broke. "Don't talk to me like that….Fine, then hang up," Chuck moved away from the door quickly and headed back towards the kitchen. He saw the light go off in the bedroom and could hear her walking back towards Serena's room. He poured himself a drink and pretended to be busy with something in the refrigerator.

"Chuck?" Blair asked, noticing him before turning down the hall to the bedroom.

"I'm not trying to ruin your girls night but I had to come home eventually. I figured I'd be safe at this hour," he noted looking at the clock. It was 3:48 am. He glanced at her could see tears glimmering in her eyes. "Are you crying?" he asked, meaning to make it more of a statement then a question. Their eyes locked and she knew she wouldn't be able to lie about it, he had caught her.

"Yeah… it's silly. I was on the phone with my mom and…. I just haven't seen her in awhile." Blair lied, tapping the counter with her finger. "What did you do tonight?" she asked, changing the subject as fast as possible.

"Went to a bar and had a run in with Nathanial. It was great fun." Chuck turned around and stuck his empty glass in the sick.

"How did that go?" Blair ask, sincerely interested.

"I'm not really sure. It was uncomfortable but not as hostile as I thought," Chuck replied, deciding to leave out the details. "You should go back to bed, wouldn't want S to think that you snuck off to my room." Blair laughed softly, appreciating Chuck's sense of humor in the worst situations.

"You haven't talked to me in awhile… I'd hate to pass up some Chuck time," she answered, trying to match his humor but he just shook his head.

"I'm not sure us talking is best. Chad doesn't seem to keen on us being friends," Chuck told her, walking towards the hallway. "Goodnight Blair"

"Goodnight Chuck," she whispered, watching until he was in the bedroom.


	5. Chapter 4

**A/N- Sorry it's been so long. I've been super busy & kind of got stuck where I wanted this to go. Please review =]**

_He promised it would never happen again. _Blair's mind screamed as she watched the elevator light change floor numbers quickly, her heart racing as it got closer to the Penthouse. The elevator dinged and the door opened, revealing the one person she couldn't face right now.

"Blair?" Nate asked, instantly noticing the black and blue mark on her cheek and the tears streaming down her face. Blair thought about stepping back into the elevator and closing the door but stood there frozen as Nate inspected. She could feel his eyes looking her up and down. "What the hell happened to your face?" he asked. Blair's heart skipped a few beats and she felt like the air in her lungs escaped in one quick second.

"I uh, I smacked it getting out of the car," she quickly responded, holding her hand up to her cheek. She could feel the bruise hardening, a defense against the blow she had suffered. Nate nodded, seeming to buy what she was saying. Blair felt more tears begin to weld up in her eyes, realizing Nate had actually believed her cover up, something Chuck never would have.

"I wanted to come by and tell you that if you are in love with Chuck, I think you should go for it. I've really had time to think about everything that happened and I think that in a way I always knew that you'd end up with him… eventually," Nate explained. Blair looked at him threw squinted eyes as she wrapped the words he just proclaimed around her head.

"I don't think me and Chuck are meant to be together at all," Blair responded, trying to believe the words herself. "I was just a game to him and he won. We are simply friends who love to one up each other." Nate shook his head and smirked.

"I've thought about how Chuck always talked about you. Telling me you were this, and I quote, "woman of pure beauty who deserved nothing but the finest things life could offer." I used to think it was the drugs talking but I really think he meant it B. He's always been very protective of you. He was better to you then I ever was. I see that now and I want both of you to be happy," Nate told her, watching her blank stare carefully.

"I am happy," she choked out. "I'm happy with Chad. And I gave Chuck his chance, he didn't want it."

"I think he was…" he started but Blair cut him off.

"I know, everyone keeps telling me how scared he was. Well guess what! I don't care how scared he was. I was scared to, putting my feelings out there like that to Bass of all people. He can say anything he wants to other people but unless he says it to me…" Nate nodded at her before speaking.

"I understand that. I just don't think Chad is the guy for you and despite everything that has happened I still care. I think I know you pretty well and I know he's no good." Blair couldn't help but smirk at his comment.

"You don't me as well as you claim to Nate," she shot back, anger filling her voice. "I think that you should go," she whispered looking away so she didn't have to face him anymore. Her face felt hot and she could feel the tears welding up in her eyes.

"Okay, I'm sorry I upset you, B." Nate gave her once last glance before walking past her and out the elevator.

-*-

"_I think Blair might be interested in knowing that her dotting boyfriend was out at the gentlemen's club with a blonde sitting on his lap," Chuck growled, leaning forward behind Chad so that his head was lined up with his. Chad spun around and looked at him, his eyes squinted. _

"_Blair has no say in what I do," Chad replied, pushing the girl off of him and motioning for her to leave. Chuck just smirked, watching as the girl slowly gathered her things._

"_You say that with such confidence. You know the truth just like I do," Chuck spat flipping open his phone and showing Chad the image he had just snapped. "And unfortunately for you my finger slipped and hit send," he closed the phone and stood up, adjusting his jacket. "Nice knowing you Chad." Chad jumped up and leapt over the couch, pushing Chuck back against the wall. _

"_Blair isn't going to do shit!" Chad screamed, trying to keep Chuck stuck there but he quickly pushed out, shoving him backwards. Chuck pushed him again before punching him in the face. _

"_I warned you! You stay away from Blair! Do whatever you want to leave her! If you don't I will destroy you," Chuck screamed inches from his face, anger taking over him like he had never felt before. Chad pushed him back. _

"_Fuck you! Blair is mine and there isn't anything you can do about it!" Chad grabbed his jacket and hurried past Chuck before he could get knocked down again. _

_Meet me at my place in 5 – Chad_

-*-

"Hello?" Serena answered the phone, pulling away from Dan's kisses.

"S?" Blair choked into the phone.

"Blair? What's wrong?" Serena quickly sat up, pushing Dan off of her.

"Are you home? I really need a place to sleep tonight… My mom is gone and I gave Dorota the night off," she explained trying to hide her sobs. "The penthouse just seems so lonely tonight,"

"Yeah. I'm here right now. Dan is here too but he can leave. Are you outside? Do you want me to come down and get you?" Serena ask, sensing the panic in Blair's voice.

"I'll just come up and Dan can stay. I'm really tired and just want to go to bed," Blair explained exiting the limo and hurrying towards The Palace's front entrance. "I'll be up in a minute," Blair said hanging up the phone.

"Everything okay?" Dan asked reaching out for Serena's arm. She turned around and looked at him.

"I don't know," she whispered, climbing out of bed and heading towards the elevator. It dang loudly through the quiet penthouse before it opened. Blair stepped out and locked eyes with Serena. "Oh my god, B," Serena choked out, instantly going towards her bestfriend. "What happened?" she asked, gently touching Blair's black and blue marks. Blair didn't flint, it felt good to be in someone's loving embrace.

"I just hit my face on the limo door. I'm okay," she whispered, desperately trying to fight back the tears. "I'm just really tired," she added. Serena nodded, pulling away but taking her hand.

"You can sleep in my bed," she told her, walking past Dan who had now joined them. Serena locked eyes with him and she shrugged, answering his questioning glance. "Do you want me to get you anything?" she asked, pulling the covers back for Blair. Blair shook her head as she climbed into the bed.

"No, your hospitality is enough. I just got scared staying there alone tonight. Silly me," Blair replied trying to smile.

"You're welcome here anytime B," Blair whispered, sitting down next to her. Blair nodded, closing her eyes and almost instantly falling into sleep.

-*-

_Blair stood outside of Chad's apartment building waiting for him to arrive. She was learning quickly the rules of his game. He would get angry if she was late after he requested her to be somewhere and she did everything she could to avoid a fight now. A taxi pulled up and Blair's heart began racing. She had seen the Gossip Girl blast of Chad with another women. She wasn't surprised but it still stabbed her through the heart as she looked at the image of her boyfriend in the company of some trashy slut. _

"_Get inside," Chad told her, grabbing her arm, the second he stepped outside of the limo. His hold on her wrist was tight as he practically dragged her towards his building door. She wanted to tell him he was hurting her but there was something angry in his eyes and she didn't want to upset him. It only took seconds to get through the door and to his apartment. He pushed her inside and slammed the door shut. "I told you to stay away from him!" he exploded, grabbing her by the arm again and pushing her harshly against the wall. _

"_I am," Blair choked out, all the air in her lungs escaping her at once. _

"_Don't lie to me!" Chad yelled before reaching up and slapping her hard across the face. Tears began pouring out of her eyes and she screamed in pain. "Shut up!" he yelled, punching her in the stomach. Blair doubled over, her weight falling against him. He pushed her back up and kissed her, his tongue forcing open her lips. She choked as she tasted the alcohol on him. She tried to not fight the kiss but it's force was too strong and she stammered backwards. "You're fucking him aren't you!" Chad yelled, hitting her again in the face. Blair's hands went up to defend any more blows and she shook her head no. "You dumb bitch!" _

"_Stop!" Blair screamed as Chad's fists his her cheek again. But he didn't and Blair's mind quietly escaped from the horror before her. _

-*-

I think you need to go home. Im here with S and B showed up. She looks bad. – Dan

-*-

"Where is she?" Chuck asked coming through the Penthouse elevator. Serena looked up completely shocked by the presence of him. Chuck looked at Dan and Serena before turning towards the bedrooms.

"Wait! Chuck!" Serena yelled after him, jumping up and grabbing his arm. Chuck spun around nearly sending her back towards the couch.

"He texted me and said I needed to get here because Blair was bad. Where is she?" he asked, pure concern filling his dark eyes. Serena looked at Dan with an angry look.

"Why would you text him?" she asked. Dan stood up and nodded slowly.

"I did text him. You and I both know B didn't hit her face on the lim-" Dan stared but Chuck cut him off.

"What?" Chuck asked, but he already knew the answer. "I'm going to kill that fucker," he yelled sending chills through Serena's spine. "Where is she?" He asked again, more dominant then before. Serena stood for a moment looking at him then nodded towards the bedroom door. Chuck quickly turned and headed down the hall. He flung the bedroom door open and flipped on the light, causing movement to come from the bed. "What did he do to you?" Chuck asked, grabbing the covers and ripping them off Blair's body. She sat up quickly, fear filling her. She didn't have to answer, the evidence was clear on her face. She didn't even fight the tears and everything became cloudy. She could see Serena and Dan standing in the doorway and Chuck fuming, his fights tightening.

"Chuck…" she whispered, her voice broke and weak. "No one did this. I smacked my face on the taxi door," she explained, crawling towards him. She sat on the edge of the bed, reaching out for his hand. He looked at her, practically begging for him to touch her. He slowly put his hand out for her to take and she grasped on. "I only came here because my house is empty and I got freaked out. I'll go back… It's not a big deal," she whispered, standing up but not letting go of his grasp.

"You're lying," he stated as her eyes found his. Blair just shook her head, her hair cascading around her face. He could see bruises on her neck. He pulled her towards him slowly and pulled her into a loose hug. He placed his hand on her back and could feel her flinch.

"I'm not lying Chuck," she whispered softly, trying so hard to convince him. He didn't say anything because he had nothing to say, he knew she was lying. "Please believe me," she tried again. He moved back slightly but she matched his movement by pulling in closer. His arm wrapped around her made her feel protected. It was gentle but not there in a violating way.

"Fine…" he replied, through gritted teeth into her ear. He released his hold on Blair but she didn't move. She didn't want to leave this safety nest. "I have to go," he told her, pushing her away gently. She looked at him and his heart twitched. Her check bone was swollen and her normal, bright eyes were now dark and teary.

"You don't have to. I can. This is your house," she told him, glancing towards the door. Serena and Dan had left them alone and all Blair wanted to do was break down in his arms and tell him her nightmare. Chuck shook his head no.

"I have things to attend to you," Chuck replied, leaving his answer open ended.

"Chuck…" Blair whispered, her voice staggering in tone. "Please stay."

"Why should I? Won't Chad be angry with you? Because you're still dating him right? Even after the Gossip Girl blast?" Chuck asked, tension filling his voice as he spoke. His words stung Blair but she nodded slowly. "Then there is no reason for me to be here," he spoke, turning to walk out on her. Blair tried to silent her sob but it came echoing out of her throat.

"Please," she whispered, desperation taking over. "If you didn't believe what I was telling you then stay. Protect me and let me feel your embrace. Give me a reason to leave him," she choked out, tears pouring down her face. Chuck turned to her and ran his finger across her cheek and \ eye.

"Isn't this enough of a reason for you to leave him?" he asked, wiping her tears with his thumb. Blair grabbed onto his wrist and nodded, sobbing uncontrollably. "Then do it. Take out your phone and tell him you're done," he spoke in a soft tone. He watched her face as she began to fall apart. She was holding herself up by her grasp on his arm. He gave her a moment to react and complete his request but she didn't, she couldn't. "Then I can't be around you. I can't watch someone do that do you and you be okay with it," he whispered, touching her face softly. Her wet tears hit his hand.

"I'm not okay," she defended, pleading with him.

"But you're not going to leave him. And that is not the Blair I know…. The Blair I…" He paused for moment looking at her. "I love," he finished. Blair closed her eyes, absorbing those words. "

"So you're leaving me?" She sobbed finally opening her eyes to meet his.

"We never were anything so there is nothing to leave." His words made Blair's tears speed up.

"What happened to the Chuck who would defend me at any obstacle?" She asked.

"Oh, don't get it wrong B. I plan on kicking his ass if not worse but I can't stand by you if you're going to let him do this," he told her. "So I'll tell you again, take out your phone and tell him it's over."

"I.." Blair paused, taking her phone out of her back pocket. She looked at it for a long moment before back up at him. "I can't Chuck. I really like him," she whispered, looking away. Chuck shook his head and let go of her again.

"You really like a guy who hits you?" Chuck asked, more just to repeat the words that were coming out of her mouth.

"This was an accident. I made him angry and I was really aggressive with him," Blair lied trying to defend what had happened, twice now.

"An accident?" Chuck almost yelled, glaring at her. "You are out of your mind," he told her, beginning to pace the room.

"You don't have to understand it, understand me. Please just don't leave me," Blair pleaded with him. Chuck seemed to be getting more and more angry with every pathetic excuse and plea coming out of her mouth. She walked over to the edge of the bed and sat down, placing her face in her hands and sobbing. Chuck paused and looked at her, trying to understand the craziness around them. He sat in front of her, placing his arms on either side of her hips.

"Are you scared to leave him? You think if you do he might try to do something?" He asked, his voice gentle now. She didn't reply only sobbed harder. "Blair, you deserve better," he whispered, touching her hands, trying to push them away. "Come here," he said, pulling her towards him until she was in his arms. "Shhh." He smoothed her hair and ran his hand down her back slowly.

"Can you please just stay the night with me. I don't want to be alone," she whispered through tears.

"Why don't we go on my room," he whispered, standing up and helping her get on her own two feet. They walked across the hall to Chuck's bedroom and he lead her to the bed. He sat her down and pulled the covers over her body. "Goodnight Blair." He kissed her forehead and went to take a seat on the chair next to the bed. She looked up quickly, alarm filling her eyes.

"Can you please lay with me?" she asked, her voice innocent. Chuck stared at her for a moment then nodded, climbing in next to her and pulling the covers over himself. She quickly snuggled in closer to him and closed her eyes, instantly falling asleep in his safe embrace.


End file.
